Bylaws Of The St. Louis Chapter
Second Wind Lung Transplant Association, Inc.

We are currently seeking people who would be interested in being Second Wind’s Vice President and Treasurer.

Updated March 07, 2016  

Article I – Purpose

Second Wind Lung Transplant Association, Inc., hereinafter referred to as the Association, is a non-profit Missouri corporation. The Association is organized for the support and education of pre- and post- lung transplant patients; to act as a clearing house for information about lung transplantation; and, to act in an advocacy capacity for patients and caregivers.

Article II – Members

A. All persons interested in lung transplantation will comprise the potential membership of the Association. The Board will establish membership requirements.

B. The Board may establish a membership category of persons and/or organizations interested in furthering the work of the Association.

C. Dues and privileges will be determined by the Board.

D. A Stake Holder Membership is available for those who wish to financially
support the activities of Second Wind of St. Louis. A stakeholder membership category is available for a minimum $25 annual donation and is due in January of each year.

E. Any transplant patient or caregiver may receive the St. Louis Second Wind
E-mail newsletter, without cost or becoming a member of Second Wind. Subscribers need only provide us with their name, mailing address and e-mail address. Members who do not have e-mail may request to receive the monthly newsletter via the US Postal System if they are dues paying members (Stake Holder Membership) our goal is to make vital information available to as many people as possible.

Article III – Board of Directors

A. The Board of Directors of the Association will consist of not less than seven (7) and no more than nine (11) members. A majority of the Board must be people who have had lung transplants or are on the waiting list for a lung transplant. All Board Members must be members in good standing of the Association.

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B. The nominal term for Directors will be three years. The actual time may vary depending upon when elections are held. A Director may be re-nominated and re-elected at the end of his/her term. He/She may serve a total of three consecutive terms (9 years). Terms shall be staggered to allow an orderly rotation of members.

C. A Nominating Committee may be appointed by the President for the purpose of identifying, screening and presenting candidates for appointment to the Board by the President. Members may offer themselves as candidates or be nominated by other members by writing to the President of the Association.

E. Individuals may be appointed by the Board of Directors to fill vacancies or to strengthen the Board up to its maximum size.

F. The government and management of the Association is vested in the Board of Directors with the power and authority to formulate and adopt policies concerning the activities and affairs of the Association consistent with its objectives as stated in the Association’s Articles of Incorporation. The Board of Directors will direct the manner and purpose for which all funds are disbursed and ensure that funds received by the Association from time to time will be used in accordance with the wishes of a donor if so designated.

G. Any or all of the Board members may be removed for cause or without cause by majority vote of the membership or by affirmative vote of the Board of Directors as defined in Article VII D. below.

H. It is the responsibility of each Board Member to attend every Board meeting in person. Attendance at less than seventy-five percent (75%) of meetings held in any calendar year, except for bona-fide medical reasons, shall be grounds for removal from the Board. Appropriate reports should be provided if a person cannot attend a meeting.

Article IV – Officers

A. Officers of the Association will be President, First Vice President, Second Vice President, Secretary and Treasurer. Officers will be elected by the Board of Directors from among the Board Members.

B. Officers other than those identified in these Bylaws may be appointed by the President with the concurrence of the Board of Directors. The Board of Directors may appoint a successor from the Board to fill the unexpired term of any Officer who leaves office.

C. Any Officer elected or appointed by the Board of Directors may be removed by the Board, with or without cause, by affirmative vote of the Board of Directors as defined in Article VII D. below.

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Article V – Committees

A. The President may authorize Standing Committees and may appoint the Chair for any such authorized committee. The Chair of each Standing Committee will be a member of the Board. The Chair may select committee members from the Association or from any source where special expertise or value to the Committee may exist.

B. The President may create Special Committees with such powers and duties as may be deemed necessary or advisable. The President may appoint members and the Chair of any such committee.

Article VI – Employees / Agents of the Association

A. The Board of Directors may employ such personnel and/or enter into agreements with such independent contractors as it deems necessary or desirable for the efficient operation of the Association.

Article VII – Meetings

A. Regular meetings of the Board of Directors will be held quarterly. If the Board does not prescribe the time and place for regular meetings, such regular meetings will be held at a time and place specified by the President in a notice of such regular meeting.

B. Special Meetings of the Board may be called by or at the direction of the President or Vice-President or at the written request of one-third of the Directors of the Association; such meetings will be held at a time and place to be specified in the notice of such Special Meeting.

C. Notice of the time and place of any regular or special meeting of the Board will be in writing or by telephone, word of mouth or e-mail provided that the giving of any oral notice will be recorded in the minutes of the meeting.

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D. Quorum and Passage Requirements.

1. At least one-third (1/3) of the Directors will be required to comprise a quorum for the transaction of routine business at a meeting of the Board and passage shall require a majority vote.

2. At least one-half (1/2) of the Directors will be required to comprise a quorum for the consideration of removal of an Officer or a Board Member. Approval shall require a majority vote.

3. Attendance will be either in person or by telephone connection whereby distant members and those present shall all hear and speak to be heard on matters before the board or raised at the meeting.

Article VIII – Amendments

These Bylaws may be altered, amended or repealed and new Articles may be accepted by two-thirds (2/3) vote of the Board members at a meeting called for such purpose. For purposes of this Article, a quorum will consist of a majority of the total number of Directors holding office at the time of such meeting.

Article IX – Activities

A. No part of the net earnings of the Association will inure to the benefit of, or be distributed to, any member, Director or Officer of the Association or any other private individual. No member, Director or Officer of the Association, or any other private individual, will be entitled to share in the distribution of the corporate assets upon dissolution of the Corporation.

B. The Corporation will not conduct or carry on any activities not permitted by an organization exempt from taxation under Section 501(c)(3) of the Code or by any organization contributions to which are deductible under Section 170 (c)(2) of the Code.